PROCORE TECHNOLOGIES, INC. 10-K

Item 8. Financial Statements and Supplementary Data. Index to Consolidated Financial Statements Page(s) Report of Independent Registered Public Accounting Firm (PCAOB: 238 ) 60 Consolidated Financial Statements: Consolidated Balance Sheets 62 Consolidated Statements of Op er ations and Comprehensive Loss 63 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit ) 64 Consolidated Statements of Cash Flows 65 Notes to Consolidated Financial Statements 67 59 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Procore Technologies, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Procore Technologies, Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive loss, of redeemable convertible preferred stock and stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 60 Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition As described in Notes 2 and 18 to the consolidated financial statements, the Company’s consolidated revenue was $720.2 million for the year ended December 31, 2022. The Company generates substantially all of its revenue from subscriptions for access to its software products and related support. Access to software products and support represents a series of distinct services as the Company fulfills its obligation to the customer and the customer receives and consumes the benefits of the software products and support over the subscription term. The series of distinct services represents a single performance obligation. The transaction price is determined by the stated fixed fees in the contract and revenue is recognized ratably over the term of the subscription agreement. The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to revenue recognized. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls related to the revenue recognition process, including controls over the completeness, accuracy and occurrence of revenue recognized. These procedures also included, among others, evaluating the completeness, accuracy and occurrence of revenue recognized on a test basis by (i) obtaining and inspecting, where applicable, contracts, customer invoices, and cash receipts from customers and (ii) testing the appropriateness of revenue recognized based on the terms of the related contract. /s/ PricewaterhouseCoopers LLP Los Angeles, California March 1, 202 3 We have served as the Company’s auditor since 2015. 61 Procore Technologies, Inc. Consolidated Balance Sheets December 31, (in thousands, except number of shares and par value) 2022 2021 Assets Current assets Cash and cash equivalents $ 296,712 $ 586,108 Marketable securities (amortized cost of $ 286,001 and $ 0 at December 31, 2022 and 2021, respectively) 285,493 - Accounts receivable, net of allowances for credit losses of $ 4,113 and $ 2,437 at December 31, 2022 and 2021, respectively 148,683 113,977 Contract cost asset, current 23,600 17,030 Prepaid expenses and other current assets 44,731 35,173 Total current assets 799,219 752,288 Capitalized software development costs, net 58,577 27,062 Property and equipment, net 39,193 36,837 Right of use assets - finance leases 37,026 39,623 Right of use assets - operating leases 41,934 44,052 Contract cost asset, non-current 40,477 25,889 Intangible assets, net 162,953 201,977 Goodwill 539,128 540,922 Other assets 21,903 22,007 Total assets $ 1,740,410 $ 1,690,657 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 14,282 $ 15,490 Accrued expenses 99,182 65,907 Deferred revenue, current 396,535 301,557 Other current liabilities 21,639 20,750 Total current liabilities 531,638 403,704 Deferred revenue, non-current 5,278 4,024 Finance lease liabilities, non-current 45,578 47,344 Operating lease liabilities, non-current 38,087 41,573 Other liabilities, non-current 3,049 4,723 Total liabilities 623,630 501,368 Commitments and contingencies (Note 12) Stockholders' equity Preferred stock, $ 0.0001 par value, 100,000,000 shares authorized at December 31, 2022 and 2021, respectively; 0 shares issued and outstanding at December 31, 2022 and 2021, respectively - - Common stock, $ 0.0001 par value, 1,000,000,000 shares authorized at December 31, 2022 and 2021, respectively; 139,159,534 and 134,046,926 shares issued and outstanding at December 31, 2022 and 2021, respectively 14 13 Additional paid-in capital 2,068,225 1,852,071 Accumulated other comprehensive loss ( 2,316 ) ( 583 ) Accumulated deficit ( 949,143 ) ( 662,212 ) Total stockholders' equity 1,116,780 1,189,289 Total liabilities and stockholders' equity $ 1,740,410 $ 1,690,657 The accompanying notes are an integral part of these consolidated financial statements. 62 Procore Technologies, Inc. Consolidated Statements of Operations and Comprehensive Loss Year Ended December 31, (in thousands, except share and per share amounts) 2022 2021 2020 Revenue $ 720,203 $ 514,821 $ 400,291 Cost of revenue 148,416 98,312 71,663 Gross profit 571,787 416,509 328,628 Operating expenses Sales and marketing 424,976 308,511 189,032 Research and development 270,982 237,290 124,661 General and administrative 166,283 156,635 73,465 Total operating expenses 862,241 702,436 387,158 Loss from operations ( 290,454 ) ( 285,927 ) ( 58,530 ) Interest income 7,861 175 293 Interest expense ( 2,135 ) ( 2,328 ) ( 2,353 ) Change in fair value of Series I redeemable convertible preferred stock warrant liability - - ( 36,990 ) Other (expense) income, net ( 1,737 ) ( 843 ) 420 Loss before provision for (benefit from) income taxes ( 286,465 ) ( 288,923 ) ( 97,160 ) Provision for (benefit from) income taxes 466 ( 23,758 ) ( 993 ) Net loss $ ( 286,931 ) $ ( 265,165 ) $ ( 96,167 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 2.10 ) $ ( 2.86 ) $ ( 3.45 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 136,525,728 92,673,453 27,895,546 Other comprehensive (loss) income Foreign currency translation adjustment, net of tax $ ( 1,355 ) $ ( 770 ) $ 167 Unrealized loss on available-for-sale debt and marketable securities, net of tax ( 378 ) - - Total other comprehensive (loss) income ( 1,733 ) ( 770 ) 167 Comprehensive loss $ ( 288,664 ) $ ( 265,935 ) $ ( 96,000 ) The accompanying notes are an integral part of these consolidated financial statements. 63 Procore Technologies, Inc. Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) Redeemable Accumulated Total Convertible Additional Other Stockholders' Preferred Stock Common Stock Paid-in Comprehensive Accumulated Equity (in thousands, except share amounts) Shares Amount Shares Amount Capital Income (Loss) Deficit (Deficit) Balance as of December 31, 2019 78,863,035 $ 442,897 25,394,082 $ 3 $ 47,043 $ 20 $ ( 300,824 ) $ ( 253,758 ) Cumulative-effect of accounting change due to adoption of ASU 2016-13 - - - - - - ( 56 ) ( 56 ) Exercise of stock options - - 5,214,282 - 32,040 - - 32,040 Stock-based compensation - 2,748 - - 41,787 - - 41,787 Issuance of Series I redeemable convertible preferred stock for cash, net of issuance costs of $ 83 5,015,734 177,916 - - - - - - Issuance of common stock for business combination - - 96,749 - 3,885 - - 3,885 Issuance of Series I redeemable convertible preferred stock upon exercise of Series I redeemable convertible preferred stock warrant 1,452,513 103,913 - - - - - - Cancelation of Series H-1 redeemable convertible preferred stock held in escrow for business acquisition ( 4 ) - - - - - - - Vesting of restricted stock units - - 2,000 - - - - - Other comprehensive income - - - - - 167 - 167 Net loss - - - - - - ( 96,167 ) ( 96,167 ) Balance as of December 31, 2020 85,331,278 $ 727,474 30,707,113 $ 3 $ 124,755 $ 187 $ ( 397,047 ) $ ( 272,102 ) Exercise of stock options - - 4,083,461 - 42,321 - - 42,321 Stock-based compensation - 901 - - 231,507 - - 231,507 Conversion of redeemable convertible preferred stock to common stock upon initial public offering ( 85,331,278 ) ( 728,375 ) 85,331,278 9 728,366 - - 728,375 Issuance of common stock upon initial public offering, net of underwriting discounts and offering costs - - 10,410,000 1 657,634 - - 657,635 Issuance of common stock, net of common stock withheld for tax liability upon settlement of restricted stock units - - 2,538,535 - ( 15 ) - - ( 15 ) Issuance of common stock for employee stock purchase plan - - 166,370 - 9,475 - - 9,475 Issuance of common stock for business combination - - 610,499 - 58,028 - - 58,028 Issuance of restricted stock awards - - 199,670 - - - - - Other comprehensive loss - - - - - ( 770 ) - ( 770 ) Net loss - - - - - - ( 265,165 ) ( 265,165 ) Balance as of December 31, 2021 - $ - 134,046,926 $ 13 $ 1,852,071 $ ( 583 ) $ ( 662,212 ) $ 1,189,289 Exercise of stock options - - 1,716,286 - 22,317 - - 22,317 Stock-based compensation - - - - 171,704 - - 171,704 Issuance of common stock upon settlement of restricted stock units - - 2,845,174 1 - - - 1 Issuance of common stock for employee stock purchase plan - - 551,753 - 22,133 - - 22,133 Adjustment of holdback shares released for business combination - - ( 605 ) - - - - - Other comprehensive loss - - - - - ( 1,733 ) - ( 1,733 ) Net loss - - - - - - ( 286,931 ) ( 286,931 ) Balance as of December 31, 2022 - $ - 139,159,534 $ 14 $ 2,068,225 $ ( 2,316 ) $ ( 949,143 ) $ 1,116,780 The accompanying notes are an integral part of these consolidated financial statements. 64 Procore Technologies, Inc. Consolidated Statements of Cash Flows Year Ended December 31, (in thousands) 2022 2021 2020 Operating activities Net loss $ ( 286,931 ) $ ( 265,165 ) $ ( 96,167 ) Adjustments to reconcile net loss to net cash provided by operating activities Stock-based compensation 162,886 227,161 43,960 Depreciation and amortization 63,039 36,376 25,994 Accretion of discounts on marketable debt securities, net ( 2,009 ) - - Change in fair value of Series I redeemable convertible preferred stock warrant liability - - 36,990 Abandonment of long-lived assets 1,344 554 3,505 Noncash operating lease expense 10,170 7,569 6,578 Unrealized foreign currency (gain) loss, net ( 351 ) 685 ( 832 ) Deferred income taxes ( 283 ) ( 24,493 ) ( 1,311 ) Provision for credit losses 2,584 129 498 Decrease (increase) in fair value of strategic investments 483 ( 32 ) - Changes in operating assets and liabilities, net of effect of business combinations Accounts receivable ( 35,817 ) ( 34,184 ) ( 20,068 ) Deferred contract cost assets ( 21,974 ) ( 10,157 ) ( 2,023 ) Prepaid expenses and other assets ( 3,754 ) ( 16,811 ) ( 6,183 ) Accounts payable 459 3,954 724 Accrued expenses and other liabilities 34,623 38,176 ( 5,433 ) Deferred revenue 97,029 78,671 41,810 Operating lease liabilities ( 8,890 ) ( 5,703 ) ( 6,189 ) Net cash provided by operating activities 12,608 36,730 21,853 Investing activities Purchases of property and equipment ( 15,782 ) ( 12,383 ) ( 7,202 ) Capitalized software development costs ( 33,648 ) ( 15,248 ) ( 11,764 ) Purchases of strategic investments ( 3,959 ) ( 4,300 ) - Purchases of marketable securities ( 369,206 ) - - Maturities of marketable securities 85,632 - - Originations of materials financing ( 23,489 ) - - Customer repayments of materials financing 18,685 - - Acquisition of businesses, net of cash acquired - ( 509,837 ) ( 14,545 ) Settlement of post-close working capital adjustments from business combinations 1,291 - - Net cash used in investing activities ( 340,476 ) ( 541,768 ) ( 33,511 ) Financing activities Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs - - 177,916 Proceeds from issuance of Series I redeemable convertible preferred stock warrant - - 11,923 Proceeds from initial public offering - 665,129 - Proceeds from stock option exercises 22,364 43,086 31,176 Proceeds from exercise of Series I redeemable convertible preferred stock warrant - - 55,000 Payments of debt issuance costs - - ( 93 ) Proceeds from employee stock purchase plan 22,133 9,475 - Payments of deferred offering costs ( 270 ) ( 3,880 ) ( 2,300 ) Payments of deferred business acquisition consideration ( 3,870 ) ( 475 ) ( 165 ) Principal payments under finance lease agreements, net of proceeds from lease incentives ( 1,705 ) ( 1,509 ) ( 1,340 ) Net cash provided by financing activities 38,652 711,826 272,117 Net (decrease) increase in cash, cash equivalents and restricted cash ( 289,216 ) 206,788 260,459 Effect of exchange rate changes on cash ( 180 ) ( 829 ) 966 Cash, cash equivalents and restricted cash, beginning of period 589,212 383,253 121,828 Cash, cash equivalents and restricted cash, end of period $ 299,816 $ 589,212 $ 383,253 The accompanying notes are an integral part of these consolidated financial statements. 65 Procore Technologies, Inc. Consolidated Statements of Cash Flows Year Ended December 31, (in thousands) 2022 2021 2020 Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets Cash and cash equivalents at end of period $ 296,712 $ 586,108 $ 379,907 Restricted cash, current at end of period included in prepaid expenses and other current assets - - 242 Restricted cash, non-current at end of period included in other assets 3,104 3,104 3,104 Total cash, cash equivalents and restricted cash at end of period shown in the consolidated statements of cash flows $ 299,816 $ 589,212 $ 383,253 Supplemental disclosure of cash flow information Cash paid for interest other than finance leases $ 94 $ 186 $ 150 Cash paid for income taxes, net of refunds received 700 419 32 Stock-based compensation capitalized for cloud-computing arrangement costs 256 346 32 Cash received for lease incentives 2,024 1,490 1,117 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 2,017 2,076 2,131 Operating cash flows from operating leases 12,092 8,346 8,613 Financing cash flows from finance leases 1,906 1,710 1,542 Noncash investing and financing activities: Purchases of property and equipment included in accounts payable and accrued expenses at year end 1,472 2,758 1,091 Capitalized software development costs included in accounts payable and accrued expenses at year end 1,645 1,287 168 Deferred offering costs included in accounts payable and accrued expenses at year end - 270 1,636 Indemnity holdback consideration associated with business combinations included in other current liabilities at year end - 4,050 475 Stock-based compensation capitalized for software development 8,562 4,901 543 Conversion of available-for-sale debt securities into equity securities 3,680 - - Conversion of redeemable convertible preferred stock to common stock upon initial public offering - 728,375 - Issuance of common stock as consideration in business combinations - 58,028 3,885 Right of use assets obtained in exchange for operating lease liabilities 10,198 1,857 22,063 Noncash net change due to operating lease remeasurement ( 1,642 ) 9 ( 1,592 ) The accompanying notes are an integral part of these consolidated financial statements. 66 Procore Technologies, Inc. Notes to Consolidated Financial Statements 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Description of business Procore Technologies, Inc. (together with its subsidiaries, “Procore” or the “Company”) provides a cloud-based construction management platform and related products and services that allow the construction industry’s key stakeholders, such as owners, general contractors, specialty contractors, architects, and engineers, to collaborate on construction projects. The Company was incorporated in California in 2002 and re-incorporated in Delaware in 2014. The Company is headquartered in Carpinteria, California, and has operations globally. Initial Public Offering The Company’s registration statement on Form S-1 related to its initial public offering (“IPO”) was declared effective on May 19, 2021, and the Company’s common stock began trading on the New York Stock Exchange on May 20, 2021. On May 24, 2021, the Company completed its IPO, in which it issued and sold 10,410,000 shares of common stock at a price of $ 67.00 per share, including 940,000 shares of common stock pursuant to the exercise in full of the underwriters’ option to purchase additional shares. The Company received $ 665.1 million in net proceeds, after deducting underwriting discounts and commissions of $ 32.3 million and before other offering costs of $ 7.5 million. At the closing of the IPO, all outstanding shares of redeemable convertible preferred stock were automatically converted into an aggregate of 85,331,278 shares of common stock on a one -for-one basis. Upon the effectiveness date of the registration statement for the IPO, the performance vesting condition of restricted stock units (“RSUs”) was met, and the Company recognized $ 115.3 million of stock-based compensation expense in its consolidated statement of operations and comprehensive loss, for the portion of the service period completed by employees and non-employees from the grant date through the effectiveness date of the registration statement for the IPO. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements include the financial statements of Procore Technologies, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain balances have been reclassified to conform to current year presentation. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management periodically evaluates its estimates and assumptions for continued reasonableness, primarily with respect to revenue recognition, the period of benefit of contract cost assets, the fair value of assets acquired and liabilities assumed in a business combination, stock-based compensation expense, including the fair value of the Company’s common stock prior to the effective date of the Company’s IPO, the recoverability of goodwill and long-lived assets, useful lives of long-lived assets, capitalization of software development costs, income taxes, including related reserves and allowances, and self-insurance reserve estimates. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. Management bases its estimates on historical experience and on various other assumptions that management believes to be reasonable. Actual results could differ from the Company’s estimates. The extent to which the COVID-19 pandemic may directly or indirectly impact the Company’s business will depend on future developments that are highly uncertain and cannot be predicted. As of the date these consolidated financial statements were issued, the COVID-19 pandemic did not have a significant impact on the Company’s estimates or judgments. Judgments and assumptions may change as new events occur, additional information is obtained, and as other factors arise related to the 67 Procore Technologies, Inc. Notes to Consolidated Financial Statements COVID-19 pandemic and economic recovery that could result in a meaningful impact on the Company’s consolidated financial statements in future reporting periods . Segments The Company operates as a single operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer. In recent years, the Company has completed a number of acquisitions which have allowed it to expand its platform capabilities and related product and service offerings. While the Company provides different product and service offerings, including as a result of its acquisitions, its business operates as one operating segment because its CODM evaluates the Company’s financial information for purposes of assessing financial performance and allocating resources on a consolidated basis. Cash, cash equivalents, and restricted cash The Company classifies all investments that are readily convertible to known amounts of cash and have maturities of three months or less from the date of purchase as cash equivalents, which are carried at fair value. Cash includes cash held in checking and savings accounts. As of December 31, 2022 and 2021, cash equivalents comprised money market funds that were recorded at fair value which approximates amortized cost. From time to time, the Company posts cash collateral to satisfy certain contractual arrangements that may arise in the normal course of business and that is contractually restricted as to use. Restricted cash is included in other assets on the accompanying consolidated balance sheets and consists of funds required to secure certain corporate credit card accounts. The Company held $ 3.1 million of restricted cash as of December 31, 2022 and 2021. Marketable securities Investments with stated maturities of greater than three months are classified as marketable securities, which consist of U.S. treasury securities, commercial paper, corporate notes and obligations, and time deposits. The Company determines the appropriate classification of each investment at the time of purchase and re-evaluates such classification at each balance sheet date. The Company classifies each marketable debt security as either short-term or long-term at each balance sheet date based on the underlying investment’s contractual maturity date. Short-term investments are investments with an original maturity date of less than one year when purchased. All marketable securities held as of December 31, 2022 are classified and accounted for as short-term available-for-sale debt securities, which are carried at fair value. The Company periodically assesses its portfolio of marketable securities for impairment. The Company evaluates each investment in an unrealized loss position to determine if any portion of the unrealized loss is related to credit losses. In determining whether a credit loss may exist, the Company considers the extent of the unrealized loss position, any adverse conditions specifically related to the security or the issuer’s operating environment, the pay structure of the security, the issuer’s payment history, and any changes in the issuer’s credit rating. Unrealized losses on marketable securities due to expected credit losses are recognized in other (expense) income, net in the accompanying consolidated statements of operations and comprehensive loss, and any excess unrealized gains and losses, net of tax, that are not due to expected credit losses are included in accumulated other comprehensive loss, a component of stockholders’ equity. During the year ended December 31, 2022, there were no credit losses recorded on marketable securities. Interest recorded on marketable securities is recorded in interest income on the accompanying consolidated statements of operations and comprehensive loss. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, restricted cash, investments in marketable securities, accounts receivable, and materials financing receivables. The Company maintains its cash, cash equivalents, and restricted cash balances with major financial institutions that may at times exceed federally insured limits. However, the Company believes that these financial institutions are financially sound with minimal credit risk. 68 Procore Technologies, Inc. Notes to Consolidated Financial Statements Investments in marketable securities consist primarily of investment-grade securities and the Company’s investment policy limits the amount of credit exposure to any individual issuer. Accounts receivable are recorded at the invoiced amounts, do not require collateral or bear interest, and mainly result from subscriptions to access the Company’s software products. The Company regularly assesses the need for allowances for expected losses from these accounts receivable. Each reporting period, the Company evaluates the collectability of its accounts receivable based on a number of factors such as the age of the receivables, credit quality, historical experience, and current and future economic conditions that may affect a customer’s ability to pay. At December 31, 2022 and 2021, the Company’s allowance for expected credit losses was $ 4.1 million and $ 2.4 million, respectively. No customer represented 10 % or more of the consolidated accounts receivable balance as of December 31, 2022 and 2021. No single customer accounted for 10 % or more of total revenue for the years ended December 31, 2022, 2021, and 2020. The Company also has receivables related to its materials financing program that finances customers’ purchases of construction materials on deferred payment terms. The related allowance recorded on the Company’s materials financing receivables is primarily based on expectations of credit losses based on historical loss data as well as macroeconomic factors. At December 31, 2022, the Company’s allowance for expected credit losses related to its materials financing program was $2.1 million, and was immaterial at December 31, 2021. Materials financing revenues and receivables In connection with its acquisition of Express Lien, Inc. (d/b/a Levelset) (“Levelset”) in November 2021, the Company assumed a materials financing program, which facilitates the purchase of construction materials from fulfillment partners (the Company’s suppliers) on behalf of its customers, allowing such customers to finance their materials purchases from the Company on deferred payment terms. The fulfillment partner is primarily responsible for fulfilling the materials purchases and the Company does not have control over such materials. The Company earns revenues from origination fees and finance charges on the amounts it finances for customers on deferred payment terms, which are typically 120 days. Such fees earned are computed and recognized based on the effective interest method and are presented net of any related reserves and amortization of deferred origination costs. Gross receivables outstanding from customers under the materials financing program were $ 13.6 million and $ 4.4 million as of December 31, 2022 and 2021, respectively. Materials financing receivables, net of allowances, are recorded within prepaid expenses and other current assets on the accompanying consolidated balance sheets. Foreign currency transactions and translation The functional currency of the Company’s foreign subsidiaries in Australia, Canada, and England is primarily the local currency of such countries, and the functional currency of the Company’s subsidiaries in Mexico, Egypt, Singapore, United Arab Emirates, France, and Ireland is U.S. dollars. For foreign subsidiaries where the functional currency is the local currency of such countries, assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date, stockholders’ equity is translated at the applicable historical exchange rate, and revenue and expenses are translated using the average exchange rates during the period. The effect of exchange rate changes resulting from the translation of the foreign subsidiary financial statements is accounted for as a component of accumulated other comprehensive loss. In addition, the Company incurs foreign currency transaction gains and losses, including those related to intercompany agreements among the Company and its subsidiaries, which are recorded in other (expense) income, net in the accompanying consolidated statements of operations and comprehensive loss. Foreign currency gains and losses were not material for the years ended December 31, 2022, 2021, and 2020. 69 Procore Technologies, Inc. Notes to Consolidated Financial Statements Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are expensed as incurred, while renewals and betterments are capitalized. Depreciation expense is computed on a straight-line basis over the estimated lives of the assets as follows: Asset Classification Estimated Useful Life Leasehold improvements Lesser of 15 years or lease term Building improvements Lesser of 20 years or lease term Furniture and fixtures 5 years Computers and equipment 3 years Purchased software Contractual term Leases The Company determines an arrangement is a lease at inception if it is both able to identify an asset and conclude it has the right to control the identified asset. Leases are classified as finance or operating based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is comprised of amortization of the right of use (“ROU”) asset and interest expense recognized based on an effective interest method for finance leases, or as a single lease cost recognized on a straight-line basis over the term of the lease for operating leases. Leases are included in ROU assets, other current liabilities, and long-term finance and operating lease liabilities within the accompanying consolidated balance sheets. Leases with expected terms of 12 months or less are not recorded on the accompanying consolidated balance sheets. Certain leases contain provisions that allow the Company to be reimbursed by the landlord for specified tenant improvements that are subject to final approval prior to being paid. The Company estimates the likelihood that it will incur and be reimbursed for such costs at the commencement of the lease and reduce the ROU liability for the discounted future cash receipt, with a corresponding offset to the ROU asset. ROU assets represent the Company’s right to control an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the expected lease term. The Company’s leases do not provide an implicit rate, therefore the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the discount rate used to calculate the present value of minimum lease payments. The incremental borrowing rate used is estimated based on what the Company would be required to pay for a collateralized loan over a similar term. The Company’s leases do not include any residual value guarantees, bargain purchase options, or asset retirement obligations. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. The Company’s agreements may contain variable lease payments. The Company includes variable lease payments that depend on an index or a rate in the calculation of the ROU lease liabilities and exclude those which depend on facts or circumstances occurring after the commencement date, other than the passage of time. Self-insurance reserves In January 2022, the Company elected to partially self-fund its health insurance plan. To reduce its risk related to high-dollar claims, the Company maintains individual stop-loss insurance. The Company estimates its exposure for claims incurred at the end of each reporting period, including claims not yet reported, with the assistance of an independent third-party actuary. As of December 31, 2022, the Company’s net self-insurance accrual was $ 1.9 million, included within other current liabilities on the accompanying consolidated balance sheet. Strategic investments Investments in equity securities The Company holds investments in equity securities of certain privately held companies, which do not have readily determinable fair values. The Company does not have a controlling interest or significant influence in these companies. The Company has elected to measure the non-marketable equity securities at cost, with remeasurements to fair value only upon the 70 Procore Technologies, Inc. Notes to Consolidated Financial Statements occurrence of observable price changes in orderly transactions for the identical or similar securities of the same issuer, or in the event of any impairment. This election is reassessed each reporting period to determine whether a non-marketable equity security has a readily determinable fair value, in which case the security would no longer be eligible for this election. All gains and losses on such equity securities, realized and unrealized, are recorded in other (expense) income, net on the accompanying consolidated statements of operations and comprehensive loss. The Company evaluates its non-marketable equity securities for impairment at each reporting period based on a qualitative assessment that considers various potential impairment indicators. If an impairment exists, a loss is recognized in the accompanying consolidated statements of operations and comprehensive loss for the amount by which the carrying value exceeds the fair value of the investment . Investments in limited partnership funds The Company also holds investments in certain limited partnership funds. The Company does not hold a controlling interest or significant influence in these limited partnerships. The fair value of such investments is valued using the Net Asset Value (“NAV”) provided by the fund administrator as a practical expedient. Available-for-sale debt securities The Company also holds certain investments in debt securities of privately held companies, which are classified as available-for-sale debt securities. Such available-for-sale debt securities are recorded at fair value with changes in fair value recorded in other comprehensive income or loss. The Company periodically reviews its available-for-sale debt securities to determine if there has been an other-than-temporary decline in fair value. If the impairment is deemed other-than-temporary, the portion of the impairment related to credit losses is recognized in other (expense) income, net in the accompanying consolidated statements of operations and comprehensive loss, and the portion related to non-credit related losses is recognized as a component of comprehensive loss. Business combinations The Company assesses whether an acquisition is a business combination or an asset acquisition. If substantially all of the gross assets acquired are concentrated in a single asset or group of similar assets, then the acquisition is accounted for as an asset acquisition, where the purchase consideration is allocated on a relative fair value basis to the assets acquired. Goodwill is not recorded in an asset acquisition. If the gross assets are not concentrated in a single asset or group of similar assets, then the Company determines if the set of assets acquired represents a business. A business is an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return. Depending on the nature of the acquisition, judgment may be required to determine if the set of assets acquired is a business combination or not. The Company applies the acquisition method of accounting for a business combination. Under this method of accounting, assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition. Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company adjusts the provisional amounts of assets acquired and liabilities assumed with the corresponding offset to goodwill to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded within the Company’s consolidated statements of operations and comprehensive loss. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to estimated level of effort and related costs of reproducing or replacing the assets acquired, future cash inflows and outflows, and discount rates, among other items. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. As a result, the Company may be required to value the acquired assets at fair value measures that do not reflect its intended use of those assets. Use of different estimates and judgments could yield different results. 71 Procore Technologies, Inc. Notes to Consolidated Financial Statements Although the Company believes the assumptions and estimates it has made are reasonable and appropriate, they are based in part on historical experience and information that may be obtained from management of the acquired company and are inherently uncertain . Intangible assets and goodwill All of the Company’s intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging from three to 10 years . The Company evaluates the recoverability of intangible assets periodically by considering events or changes in circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. Goodwill is tested for impairment at the reporting unit level (i.e., the operating segment or one level below an operating segment). The Company has one reporting unit and tests goodwill impairment on an annual basis during the fourth quarter of the Company’s fiscal year, and between annual tests if an event occurs or circumstances change that indicate that goodwill may be impaired. In assessing impairment, the Company has the option to first assess qualitative factors to determine whether or not a reporting unit is more likely than not impaired. Alternatively, the Company may perform a quantitative impairment assessment or if the qualitative assessment indicates that it is more likely than not that the reporting unit’s fair value is less than its carrying amount, a quantitative analysis is required. The quantitative analysis compares the estimated fair value of the reporting unit with its respective carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, including goodwill, goodwill is considered not to be impaired. If the fair value is less than the carrying amount, including goodwill, then a goodwill impairment charge is recorded by the amount that the carrying value exceeds the fair value, up to the carrying amount of goodwill. Capitalized software development costs The Company capitalizes certain development costs incurred in connection with the development of internal-use software. Costs incurred in the preliminary stages of development are expensed as incurred. Once the preliminary stage is complete, internal and external direct costs are capitalized until the developed software is substantially complete and ready for its intended use. Costs incurred for post-implementation activities, training, maintenance, and minor upgrades and enhancements without adding additional functionality are expensed as incurred. Capitalized internal-use software costs primarily relate to the development of and major enhancements to the Company’s cloud-based software as a service (“SaaS”) construction management platform and related software products. Capitalized software development costs related to the Company’s platform are amortized on a straight-line basis over the developed software’s estimated useful life of two years and the related amortization expense is recorded in cost of revenue within the accompanying consolidated statements of operations and comprehensive loss. The Company also capitalizes certain software development costs which are used internally, rather than developments to the Company’s platform. Such costs are amortized on a straight-line basis over the developed software’s estimated useful life, which is generally five years , and the related amortization expense is recorded in operating expenses within the accompanying consolidated statements of operations and comprehensive loss. Fair value measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy using three levels of inputs, of which the first two are considered observable and the last is considered unobservable, as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. As of December 31, 2022 and 2021, the carrying value of the Company’s financial instruments included in current assets and current liabilities (including accounts receivable, accounts payable and accrued expenses) approximate fair value due to 72 Procore Technologies, Inc. Notes to Consolidated Financial Statements the short-term nature of such items. The Company measures its cash held in money market funds, marketable securities, and investments in available-for-sale debt securities at fair value each reporting period. The estimation of fair value for available-for-sale debt securities in private companies requires the use of significant unobservable inputs, and as a result, the Company classifies these assets as Level 3 within the fair value hierarchy. The Company’s investments in equity securities of privately held companies are recorded at fair value on a non-recurring basis. For investments without a readily determinable fair value, the Company looks to observable transactions, such as the issuance of new equity by an investee, as indicators of investee enterprise value and uses them to estimate the fair value of the investments. The Company’s investments in limited partnerships are valued using NAV as a practical expedient and therefore excluded from the fair value hierarchy. Impairment and abandonment of long-lived assets The Company evaluates long-lived assets, including finite-lived intangible assets, property and equipment, leases, and capitalized software development costs, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Impairment testing is performed at an asset level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, or an asset group. Recoverability of asset groups to be held and used is measured by comparison of the carrying value of the asset group to the estimated undiscounted future cash flows expected to be generated from the use of such assets. If the undiscounted future cash flows are less than the carrying value of the asset group, an impairment is recognized based on the amount by which the carrying value exceeds the estimated fair value of the asset group. Assets to be abandoned with no remaining future service potential are written down to amounts expected to be recovered. Revenue recognition The Company generates substantially all of its revenue from subscriptions for access to its software products and related support. The software products are hosted on its cloud-based SaaS construction management platform. Subscriptions are sold for a fixed fee and revenue is recognized ratably over the term of the subscription. The Company’s subscription agreements generally have annual or multi-year terms, are typically subject to renewal at the end of the subscription term, are generally non-cancelable, and do not provide for refunds to customers or any other right of return. The Company generally invoices its customers at the beginning of each annual subscription period, and to a lesser extent, on a quarterly or monthly basis. To the extent the Company invoices its customers in advance of revenue recognition, it records deferred revenue. Consequently, a portion of the revenue that is reported each period is attributable to the recognition of revenue previously deferred and related to subscriptions that the Company entered into during previous periods. Subscription fees are generally due and payable upon receipt of invoice by the Company’s customers or within 30 days of the stated billing date. The Company does not provide the customer with the right to take possession of its software products at any time. The Company determines revenue recognition through the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, the Company satisfies a performance obligation. The Company executes a signed contract with the customer that specifies services to be provided, the payment amounts and terms, and the period of service, among other terms. The Company’s contracts with customers often include promises to perform multiple services. Determining whether services are considered distinct performance obligations that should be accounted for separately or together may require judgment. The contracts with customers include access to the Company’s products and support over the subscription period. Access to software products and support represents a series of distinct services as the Company fulfills its obligation to the customer and the customer receives and consumes the benefits of the software products and support over the subscription term. The series of distinct services represents a single performance obligation. 73 Procore Technologies, Inc. Notes to Consolidated Financial Statements The transaction price is determined by the stated fixed fees in the contract, excluding any related sales tax. None of the Company’s contracts include a significant financing component. The Company recognizes revenue ratably over the term of the subscription agreement beginning on the date that access to its products is made available to the customer. Deferred revenue Contract liabilities consist of revenue that is deferred when the Company has the contractual right to invoice in advance of transferring services to its customers. Substantially all deferred revenue at the beginning of 2022, 2021, and 2020 was recognized as revenue within the following 12 month period. Remaining performance obligation The transaction price allocated to remaining performance obligations represents the contracted transaction price that has not yet been recognized as revenue, which includes deferred revenue and amounts under non-cancelable contracts that will be invoiced and recognized as revenue in future periods. As of December 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $ 797.5 million, of which the Company expects to recognize approximately 70 % as revenue in the next 12 months and substantially all of the remainder between 12 and 36 months thereafter. Assets recognized from the costs to obtain a contract with a customer The Company recognizes an asset for the incremental and recoverable costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be one year or longer. The Company elected the practical expedient that allows an entity to expense incremental contract costs as incurred if the amortization period of the assets would have otherwise been recognized in one year or less. The Company has determined that sales commissions paid for new contracts, including certain incremental sales to existing customers, meet the requirements to be capitalized as contract acquisition costs. The contract cost assets are deferred and then recognized in sales and marketing expense on a straight-line basis over the expected period of benefit, which the Company has determined to be four years . Sales commissions and bonuses for renewal contracts are not considered commensurate with sales commissions for new contracts, and therefore, the expected period of benefit for costs capitalized for initial contracts extends beyond the term of the initial contract. Judgment is required to determine the expected period of benefit, for which the Company considers estimates of customer lives and SaaS product technology life in making this determination. There were no impairment losses of contract cost assets for the periods presented. The following table presents the changes in contract cost assets (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ 42,919 $ 33,052 $ 30,799 Additions 41,750 25,978 16,019 Amortization ( 20,592 ) ( 16,111 ) ( 13,766 ) Ending balance $ 64,077 $ 42,919 $ 33,052 Cost of revenue Cost of revenue primarily consists of personnel-related compensation expenses for the Company’s customer support team, including salaries, benefits, stock-based compensation, payroll taxes, commissions, and bonuses. Cost of revenue also includes third-party hosting costs, software license fees, amortization of acquired technology intangible assets, amortization of capitalized software development costs related to the Company’s platform, and allocated overhead. Operating expenses The Company’s operating expenses consist of sales and marketing, research and development, and general and administrative expenses. For each of these categories of expense, personnel-related compensation expenses are the most significant component, which include salaries, stock-based compensation, commissions, benefits, payroll taxes, bonuses, and severance expenses. 74 Procore Technologies, Inc. Notes to Consolidated Financial Statements Sales and marketing Sales and marketing expenses primarily consist of personnel-related compensation expenses for the Company’s sales and marketing organizations, advertising costs, marketing events, travel, trade shows and other marketing activities, contractor costs to supplement the Company’s staff levels, consulting services, amortization of acquired customer relationship intangible assets, and allocated overhead. Advertising costs are expensed as incurred. During the years ended December 31, 2022, 2021, and 2020, the Company incurred advertising costs of $ 37.2 million, $ 27.2 million, and $ 18.2 million, respectively. Research and development Research and development expenses primarily consist of personnel-related compensation expenses for the Company’s engineering, product, and design teams, contractor costs to supplement the Company’s staff levels, consulting services, amortization of certain acquired intangible assets used in research and development activities, and allocated overhead. General and administrative General and administrative expenses primarily consist of personnel-related compensation expenses for the Company’s finance, information technology, executive, human resources, legal, and other administrative functions. Additionally, general and administrative expenses include non-personnel-related expenses, such as professional fees for audit, legal, tax, and other external consulting services, including acquisition-related transaction expenses, costs associated with operating as a public company, including insurance costs, professional services, investor relations, and other compliance costs, property and use taxes, licenses, travel and entertainment costs, and allocated overhead. Stock-based compensation The Company recognizes stock-based compensation cost equal to the grant date fair value of stock-based awards. Stock-based awards include stock options, RSUs, employee stock purchase plan (“ESPP”), and restricted stock awards (“RSAs”). The fair value of RSUs and RSAs is based on the estimated fair value of the Company’s common stock on the grant date. The fair value of stock options and ESPP purchase rights is estimated on the grant date using the Black-Scholes option pricing model. For awards that vest solely based on continued service, the grant date fair value is recognized as compensation expense on a straight-line basis over the requisite service period of the awards, which is generally four years . For awards that contain both performance and service vesting conditions, the grant date fair value is recognized as compensation expense using a graded vesting attribution model. No expense is recognized for awards with performance conditions until that condition is probable of being met. Forfeitures are recorded when they occur. Series I redeemable convertible preferred stock warrant liability In March 2020, the Company issued a warrant to purchase 1,452,513 shares of Series I redeemable convertible preferred stock (the “Series I warrant”). The Series I warrant was recorded as a liability on the consolidated balance sheet at fair value of $ 11.9 million at the time of issuance. Subsequent changes in the fair value of the Series I warrant each reporting period were recorded in the consolidated statements of operations and comprehensive loss, until the Series I warrant was exercised in December 2020. The Company issued 1,452,513 shares of Series I redeemable convertible preferred stock for proceeds of $ 55.0 million upon exercise of the Series I warrant. The fair value measurements used in determining the fair value of the Series I warrant liability were categorized as Level 3 on the fair value hierarchy because they were based on unobservable inputs and management’s judgment due to the absence of quoted market prices and inherent lack of liquidity of such financial instruments. The following inputs were used in the Black-Scholes option pricing model in determining the fair value of the Series I warrant liability for the period from issuance date to September 30, 2020: Fair value of Series I redeemable convertible preferred stock per share $35.04 to $49.95 Risk-free interest rate 0.10% to 0.16% Expected term (in years) 0.5 to 1.0 Estimated dividend yield 0.00 % Estimated weighted-average volatility 59.10% to 67.80% 75 Procore Technologies, Inc. Notes to Consolidated Financial Statements On the date the Series I warrant was exercised, the Company remeasured its fair value using the Series I redeemable convertible preferred stock fair value of $71.54 per share as of that date. The following table provides a summary of the changes in the fair value of the Series I warrant liability (in thousands): Balance as of December 31, 2019 $ - Issuance of Series I warrant 11,923 Change in fair value measurement of Series I warrant liability 36,990 Fair value of Series I warrant reclassified to Series I redeemable convertible preferred stock upon exercise ( 48,913 ) Balance as of December 31, 2020 $ - Income taxes The Company accounts for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on the differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates anticipated to be in effect when those tax assets and liabilities are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the accompanying consolidated statements of operations and comprehensive loss in the period that includes the enactment date. A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risk associated with estimates of future taxable income in assessing the need for a valuation allowance. Significant judgment is required in determining the provision for (benefit from) income taxes and deferred tax assets and liabilities. The Company recognizes a tax benefit from an uncertain position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on its technical merits. If this threshold is met, the Company measures the tax benefit as the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company recognizes penalties and interest accrued with respect to uncertain tax positions, if any, in the provision for (benefit from) income taxes in the accompanying consolidated statements of operations and comprehensive loss. Accrued penalties and interest related to uncertain tax positions were not material to any period presented. Recently adopted accounting pronouncements Simplifying the Accounting for Convertible Instruments In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The new guidance simplifies the accounting for certain financial instruments by removing certain separation models required under current U.S. GAAP, including the beneficial conversion feature and cash conversion feature. ASU 2020-06 also improves and amends the related earnings per share guidance for both Subtopics. ASU 2020-06 is effective for public business entities for fiscal years beginning after December 15, 2021 and interim periods within that fiscal year. On January 1, 2022, the Company adopted ASU 2020-06, using the full retrospective approach. As a result, the Company restated its consolidated statements of operations and comprehensive loss and consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) as of and for the year ended December 31, 2020 by removing the impacts of the beneficial conversion feature recognized related to the Series I warrant from these financial statement schedules. Earnings per share for the period were also restated, as the beneficial conversion feature on preferred stock of $ 3.0 million was previously recorded as a deemed dividend, 76 Procore Technologies, Inc. Notes to Consolidated Financial Statements which was added to the total net loss attributable to common stockholders used to calculate basic and diluted net loss per share attributable to common shareholders . 3. INVESTMENTS Marketable securities Marketable securities consisted of the following as of December 31, 2022 (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury securities $ 86,666 $ 7 $ ( 196 ) $ 86,477 Commercial paper 73,234 6 ( 326 ) 72,914 Corporate notes and obligations 65,150 - - 65,150 Time deposits 60,951 1 - 60,952 Total marketable securities $ 286,001 $ 14 $ ( 522 ) $ 285,493 All marketable securities held as of December 31, 2022 had a contractual maturity of less than one year. During the year ended December 31, 2022, there were maturities of marketable securities of $ 85.6 million. There were no sales or impairments of marketable securities during 2022. The Company held no marketable securities as of December 31, 2021. Strategic investments In connection with the acquisition of Levelset in November 2021, further discussed in Note 7, the Company acquired a convertible promissory note (“Convertible Note”) in a privately held company. At the acquisition date, the fair value of the Convertible Note was $ 3.0 million. The Convertible Note is classified as an available-for-sale debt security. Strategic investment activity during the year ended December 31, 2022 is summarized as follows (in thousands): Equity Securities Limited Partnerships Available-for-Sale Debt Securities Total Balance as of December 31, 2021 $ 3,882 $ - $ 3,450 $ 7,332 Interest accrued - - 105 105 Purchases of strategic investments - 3,609 350 3,959 Conversion of available-for-sale debt securities into equity securities 3,680 - ( 3,680 ) - Unrealized (losses) gains ( 139 ) ( 207 ) 130 ( 216 ) Impairment losses ( 137 ) - - ( 137 ) Balance as of December 31, 2022 $ 7,286 $ 3,402 $ 355 $ 11,043 Strategic investment activity during the year ended December 31, 2021 is summarized as follows (in thousands): Equity Securities Available-for-Sale Debt Securities Total Balance as of December 31, 2020 $ - $ - $ - Purchases of strategic investments 3,850 450 4,300 Convertible note acquired in connection with a business combination - 3,000 3,000 Unrealized gains 32 - 32 Balance as of December 31, 2021 $ 3,882 $ 3,450 $ 7,332 77 Procore Technologies, Inc. Notes to Consolidated Financial Statements Strategic investments are recorded in other assets in the accompanying consolidated balance sheets. As of December 31, 2022, in connection with the Company’s investments in limited partnerships, it has a contractual obligation to provide additional investment funding of up to $ 6.4 million at the option of the investees. No impairment losses were recorded during the year ended December 31, 2021. 4. FAIR VALUE OF FINANCIAL INSTRUMENTS Financial assets measured at fair value on a recurring basis within the fair value hierarchy are summarized as follows (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 30,200 $ - $ - $ 30,200 Marketable securities: U.S. treasury securities 86,477 - - 86,477 Commercial paper - 72,914 - 72,914 Corporate notes and obligations - 65,150 - 65,150 Time deposits - 60,952 - 60,952 Strategic investments: Investments in available-for-sale debt securities - - 355 355 Total $ 116,677 $ 199,016 $ 355 $ 316,048 December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 514,907 $ - $ - $ 514,907 Strategic investments: Investments in available-for-sale debt securities - - 3,450 3,450 Total $ 514,907 $ - $ 3,450 $ 518,357 5 . PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Leasehold improvements $ 28,023 $ 25,529 Building improvements 6,311 6,311 Furniture and fixtures 11,679 10,339 Computers and equipment 18,264 14,772 Purchased software 859 771 Property and equipment 65,136 57,722 Less: accumulated depreciation and amortization ( 25,943 ) ( 20,885 ) Property and equipment, net $ 39,193 $ 36,837 Depreciation and amortization expense was $ 11.1 million, $ 7.8 million, and $ 6.9 million for the years ended December 31, 2022, 2021, and 2020, respectively. 78 Procore Technologies, Inc. Notes to Consolidated Financial Statements 6 . LEASES The Company has primarily entered into lease arrangements for office space, in addition to other miscellaneous equipment. The Company’s leases have initial non-cancelable lease terms ranging from one to 10 years . Some of the Company’s lease arrangements include options to extend the term of the leases for up to 10 years. However, the lessor does not have the option to cancel any of the Company’s leases prior to the end of the remaining contractual term. Judgment is required when determining the minimum non-cancelable term of the lease. The Company includes options to extend or terminate the lease term that are reasonably certain of exercise. If facts and circumstances regarding those judgments change in future periods, the Company reassesses its initial estimate of the term. The Company’s corporate headquarters offices have initial lease terms expiring in 2027, and a 10 year renewal option that the Company is reasonably certain it will exercise. The Company determined that the present value of lease payments represents substantially all of the fair value of the underlying leased asset and therefore recognizes its corporate headquarters as a finance lease. The components of lease expense were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Finance lease cost: Amortization of right of use assets $ 2,705 $ 2,683 $ 2,676 Interest on lease liabilities 2,017 2,076 2,131 Operating lease cost 11,526 8,943 8,045 Short-term lease cost 674 47 1,643 Variable lease cost 5,667 4,370 4,410 Total lease cost $ 22,589 $ 18,119 $ 18,905 Supplemental information related to leases is as follows (in thousands): December 31, 2022 2021 Operating Leases Operating right of use assets $ 41,934 $ 44,052 Amount included within other current liabilities 8,801 6,158 Operating lease liabilities, non-current 38,087 41,573 Total operating lease liabilities $ 46,888 $ 47,731 Finance Leases Finance right of use assets $ 37,026 $ 39,623 Amount included within other current liabilities 1,854 1,684 Finance lease liabilities, non-current 45,578 47,344 Total finance lease liabilities $ 47,432 $ 49,028 December 31, 2022 2021 2020 Weighted-average remaining lease term (in years) Finance leases 14.2 15.2 16.2 Operating leases 6.6 7.8 8.7 Weighted-average discount rate Finance leases 4.20 % 4.20 % 4.20 % Operating leases 2.89 % 2.76 % 2.86 % 79 Procore Technologies, Inc. Notes to Consolidated Financial Statements Maturities of lease payments for leases where the lease commencement date commenced on or prior to December 31, 2022 are as follows (in thousands): Years Ending December 31, Operating Finance Total 2023 $ 9,900 $ 3,806 $ 13,706 2024 8,138 3,886 12,024 2025 7,226 4,007 11,233 2026 6,808 4,120 10,928 2027 5,198 4,282 9,480 Thereafter 14,384 43,959 58,343 Total lease payments $ 51,654 $ 64,060 $ 115,714 Less imputed interest ( 4,766 ) ( 16,628 ) ( 21,394 ) Total $ 46,888 $ 47,432 $ 94,320 As of December 31, 2022, operating lease payments for leases greater than one month, but less than 12 months in duration were not significant. As of December 31, 2022, the Company had undiscounted commitments of $ 2.7 million for an operating lease that had not yet commenced, and therefore are not included in the right-of-use assets or operating liabilities in the consolidated balance sheet. This operating lease commenced in 2023 with a lease term of two years . 7 . BUSINESS COMBINATIONS Levelset On November 2, 2021, the Company completed the acquisition of all outstanding equity of Levelset, a lien rights management company. The purpose of this acquisition is to add lien rights management to the Procore platform, enabling Procore to manage complex workflows and improve the payment process in construction. The acquisition was accounted for as a business combination. The purchase consideration totaled $ 484.1 million, which consisted of the following (in thousands): Cash consideration $ 426,076 Fair value of common stock 58,028 Total purchase consideration $ 484,104 80 Procore Technologies, Inc. Notes to Consolidated Financial Statements At closing, the Company issued 610,499 shares of common stock valued at $ 95.05 per share for aggregate purchase consideration of $ 58.0 million. The fair value of the common stock of $ 95.05 per share was determined using the closing stock price of the Company’s common stock on the acquisition date. Of the total purchase consideration, $ 35.0 million of cash was placed in an escrow account held by a third party for potential breaches of representations and warranties. The escrow amount, net of any claims for such indemnifiable matters, is scheduled to be released from escrow to shareholders of Levelset 18 months after the acquisition date. The purchase consideration was allocated to the following assets and liabilities (in thousands): Fair value Useful life Assets acquired Cash and cash equivalents $ 10,951 Accounts receivable 1,250 Prepaid expenses and other current assets 5,289 Other non-current assets 5,740 Developed technology intangible asset 105,500 7 years Customer relationships intangible asset 38,800 4 years Goodwill 348,318 Total assets acquired $ 515,848 Liabilities assumed Accounts payable $ ( 1,037 ) Accrued expenses ( 1,945 ) Deferred revenue, current ( 5,426 ) Other current liabilities ( 2,437 ) Other non-current liabilities ( 1,639 ) Net deferred tax liabilities ( 19,260 ) Total liabilities assumed $ ( 31,744 ) Net assets acquired $ 484,104 The purchase price accounting for this acquisition is final. Developed technology intangible asset represents the fair value of the Levelset’s technology, which was valued considering both the cost to rebuild and relief from royalty methods. Key assumptions under the cost to rebuild method include the estimated level of effort and related costs of reproducing or replacing the acquired technology. Key assumptions under the relief from royalty method include forecasted revenue to be generated from the developed technology, an estimated royalty rate applicable to the technology, and a discount rate. Developed technology is amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the technology are consumed, over its estimated useful life of seven years . The amortization expense is recorded in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss. Customer relationships represent the fair value of the underlying relationships with Levelset’s existing customers, which were valued using the avoided loss of income method, which quantifies the acquiree’s loss of income if it loses the right to existing customers. Key assumptions under the avoided loss of income method include forecasted revenue to be generated from and expenses to service the customer relationships, customer churn rate, and a discount rate. The customer relationship intangible asset is amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the 81 Procore Technologies, Inc. Notes to Consolidated Financial Statements customer relationships are consumed, over its estimated useful life of four years . The amortization expense is recorded in sales and marketing expenses in the accompanying consolidated statements of operations and comprehensive loss. The $ 348.3 million goodwill balance is primarily attributable to synergies and expanded market opportunities that are expected to be achieved from the integration of Levelset with the Company’s offerings and assembled workforce. The goodwill balance is not deductible for income taxes purposes. To retain certain Levelset employees, the Company issued 199,670 RSAs which vest based on their continued employment over two years , further discussed in Note 14. The total grant date fair value of shares issued of $ 19.0 million was excluded from the purchase consideration and is recognized as post-combination expense over the service period on a straight-line basis. In February 2023, the Company recognized $ 4.8 million stock-based compensation related to early vested RSAs due to the departure of a certain Levelset employee. In addition to issuing the RSAs discussed above, the Company also paid $ 11.0 million of cash retention payments that vest based on continued employment, at the close of the acquisition. The cash retention payments vest quarterly over a two-year service period and are subject to clawback if the service vesting condition is not met. The related compensation is recognized as post-combination expense over the service period on a straight-line basis. As of December 31, 2022, the remaining unvested amounts of $ 4.6 million are recorded in prepaid expenses and other current assets on the accompanying consolidated balance sheet, $ 3.1 million of which vested early in February 2023 due to the departure of a certain Levelset employee. As of December 31, 2021, $ 10.1 million of cash retention payments were subject to future vesting, of which $ 5.5 million was recorded in prepaid expenses and other current assets on the accompanying consolidated balance sheet, with the remainder recorded in other assets. The acquisition-related transaction costs incurred by the Company of $ 5.0 million were expensed as incurred in the consolidated statements of operations and comprehensive loss. Levelset’s results of operations have been included in the Company’s consolidated financial statements from the acquisition date. The Company has not separately presented the revenue and operating losses of Levelset for the period from the acquisition date through December 31, 2021 as the impacts were not material to the consolidated financial statements. The following unaudited pro forma financial information combines the results of operations for Procore and Levelset as if the closing of the acquisition had occurred on January 1, 2020 and adjusts for amortization of acquired intangible assets, transaction costs associated with the acquisition, compensation expense assuming the retention payments discussed above vested, stock-based compensation expense for RSUs granted to continuing employees discussed in Note 14 and the 199,670 shares of RSAs issued to certain key Levelset employees as discussed above, and tax benefits recorded as a result of the acquisition. The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred from integrating these companies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisitions had occurred at the beginning of 2020, nor are they indicative of future results of operations (in thousands): Year Ended December 31, 2021 2020 Revenue $ 532,690 $ 415,757 Net Loss $ ( 355,612 ) $ ( 134,133 ) 82 Procore Technologies, Inc. Notes to Consolidated Financial Statements LaborChart On October 21, 2021, the Company completed the acquisition of all outstanding equity of LaborChart, Inc. (“LaborChart”) for $ 76.2 million in cash purchase consideration. LaborChart is a labor management solution that facilitates labor scheduling, forecasting, office-to-field communications, certification tracking, data management, and labor analysis. The purpose of this acquisition is to enhance Procore’s existing labor management solution. The acquisition was accounted for as a business combination. The purchase consideration was allocated to the following assets and liabilities (in thousands): Fair value Useful life Assets acquired Cash and cash equivalents $ 2,149 Accounts receivable 730 Prepaid expenses and other current assets 737 Other non-current assets 417 Developed technology intangible asset 12,800 4 years Customer relationships intangible asset 11,100 10 years Goodwill 55,700 Total assets acquired $ 83,633 Liabilities assumed Accrued expenses $ ( 120 ) Deferred revenue, current ( 1,704 ) Other current and non-current liabilities ( 690 ) Net deferred tax liabilities ( 4,891 ) Total liabilities assumed $ ( 7,405 ) Net assets acquired $ 76,228 The purchase price accounting for this acquisition is final. Developed technology intangible asset represents the fair value of LaborChart’s technology, which was valued considering both the cost to rebuild and relief from royalty methods. Key assumptions under the cost to rebuild method include the estimated level of effort and related costs of reproducing or replacing the acquired technology. Key assumptions under the relief from royalty method include forecasted revenue to be generated from the developed technology, an estimated royalty rate applicable to the technology, and a discount rate. Developed technology is amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the technology are consumed, over its estimated useful life of four years . The amortization expense is recorded in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss. Customer relationships represent the fair value of the underlying relationships with LaborChart’s existing customers, which were valued using the multi-period excess earnings method. Key assumptions under the multi-period excess earnings method include estimated future revenues, costs, cash flows, and a discount rate. The customer relationship intangible asset is amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the customer relationships are consumed, over its estimated useful life of ten years . The amortization expense is recorded in sales and marketing expenses in the accompanying consolidated statements of operations and comprehensive loss. The Company recorded goodwill, which represents the excess of the purchase consideration over the tangible and intangible assets acquired and liabilities assumed, of $ 55.7 million relating to the acquisition. The goodwill balance is primarily attributed to the synergies and expanded market opportunities that are expected to be achieved from the integration of LaborChart with the Company’s offerings and assembled workforce. Goodwill is not deductible for income tax purposes. To retain certain LaborChart employees, the Company held back $ 9.0 million of the cash purchase price, which will vest based on continued employment over a three-year period. The cash holdback amount was excluded from the purchase consideration and is recorded as post-combination expense over the service period on a straight-line basis. During the year ended December 31, 2022, the Company recorded $ 3.0 million of expense for the portion of the balance which vested in the 83 Procore Technologies, Inc. Notes to Consolidated Financial Statements current year . In February 2023, the Company recorded $ 2.1 million of expense from the remaining unvested balance due to the departure of a certain LaborChart employee . The Company has not separately presented pro forma results reflecting the acquisition of LaborChart, or revenue and operating losses of LaborChart for the period from the acquisition date through December 31, 2021 as the impacts were not material to the consolidated financial statements. The acquisition-related transaction costs were not material, and were expensed as incurred in the accompanying consolidated statements of operations and comprehensive loss. Indus.ai Inc. On May 3, 2021, the Company completed the acquisition of Indus.ai Inc. (“Indus”), a Canada-based privately held company that offers an artificial intelligence (“AI”)-powered analytics platform to provide actionable insights for the construction industry, by acquiring 100 % of the outstanding voting interests in Indus for purchase consideration of $ 24.3 million in cash. Of the total purchase consideration, $ 4.1 million was held back to secure certain indemnification obligations (“Holdback Consideration”) in accordance with the stock purchase agreement, which was scheduled to be paid, subject to any indemnification claims, on the 18-month anniversary of the acquisition. The Holdback Consideration was recorded in other current liabilities on the consolidated balance sheet as of December 31, 2021. In November 2022, the Company paid $ 3.9 million in cash for the Holdback Consideration, net of indemnification claims. The purpose of this acquisition is to accelerate the development of the Company’s AI and machine learning solutions. The purchase consideration was primarily allocated to the developed technology intangible asset with an estimated fair value of $ 14.8 million at the acquisition date, which was valued using the cost to rebuild method. Key assumptions under the cost to rebuild method include the estimated level of effort and related costs of reproducing or replacing the acquired technology. The fair value of the remaining acquired tangible and intangible net assets was immaterial. The Company also recorded a deferred tax liability of $ 2.0 million as a result of the acquisition. The Company recorded goodwill, which represents the excess of the purchase consideration over the tangible and intangible assets acquired and liabilities assumed, of $ 11.5 million relating to the acquisition. The goodwill balance is primarily attributed to the synergies expected and the skilled workforce acquired. Goodwill is not deductible for income tax purposes. The purchase price accounting for this acquisition is final. Developed technology acquired is amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the technology are expected to be consumed, over its estimated useful life of five years . The amortization expense is recorded in research and development in the accompanying consolidated statements of operations and comprehensive loss, as the acquired developed technology will be used to improve the Company’s internal research and development capabilities. The Company has not separately presented pro forma results reflecting the acquisition of Indus, or revenue and operating losses of Indus for the period from the acquisition date through December 31, 2021 as the impacts were not material to the consolidated financial statements. The transaction costs associated with the acquisition were not material, and were expensed as incurred as general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Esticom On October 14, 2020, the Company acquired 100 % of the outstanding voting interests of Esticom, Inc. ("Esticom"), a company that provides an estimating solution which enables contractors to determine the quantities of materials needed from project plans and specifications, and to calculate the cost estimates for the labor hours and materials required on a job. The purpose of this acquisition is to accelerate the development of the Company’s preconstruction solutions. The acquisition was accounted for as a business combination. The total purchase consideration is comprised of the following (in thousands): Cash consideration $ 11,239 Fair value of common stock 3,885 Total purchase consideration $ 15,124 84 Procore Technologies, Inc. Notes to Consolidated Financial Statements At closing, the Company issued 96,749 shares of common stock for aggregate purchase consideration of $ 3.9 million. As the acquisition occurred prior to the Company’s IPO, the fair value of the common stock was determined by the Company’s board of directors (the “Board”), taking into account a contemporaneous independent valuation by a third-party valuation specialist commissioned by the Board. The fair value was estimated based on numerous objective and subjective factors including the Company’s historical performance, financial condition, and prospects, the value of companies that the Company considers peers, recent private stock sale transactions, the economic and competitive environment, the rights, preferences, and privileges of the Company’s redeemable convertible preferred stock, and the likelihood of achieving a liquidity event, such as an IPO. In connection with the acquisition, 58,049 of the 96,749 shares of common stock were held back for potential breaches of representations and warranties, and were assigned to Esticom shareholders 18 months after the closing date. The transaction costs associated with the acquisition were not material and were expensed as incurred as general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. The major classes of assets and liabilities to which the Company allocated the purchase price were as follows (in thousands): Fair value Useful life Assets acquired Cash and cash equivalents $ 19 Developed technology intangible asset 6,500 5 years Other acquired intangible assets 300 Less than 12 months Goodwill 9,835 Total assets acquired $ 16,654 Liabilities assumed Other current liabilities $ ( 54 ) Deferred revenue ( 100 ) Net deferred tax liabilities ( 1,376 ) Total liabilities assumed $ ( 1,530 ) Net assets acquired $ 15,124 The purchase price accounting for this acquisition is final. Developed technology is amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the technology are consumed, over its estimated useful life of five years . The amortization expense is recorded in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss. The goodwill was primarily attributable to synergies that are expected to be achieved from the integration of Esticom with the Company’s current product offerings and assembled workforce. The goodwill balance is not deductible for income taxes purposes. The Company has not separately presented pro forma results reflecting the acquisition of Esticom, or revenue and operating losses of Esticom for the period from the acquisition date through December 31, 2020 as the impacts are not material to the consolidated financial statements. Avata Intelligence On February 3, 2020, the Company acquired intellectual properties, rights and agreements from Avata Intelligence Inc. (“Avata”) for $ 3.8 million in cash consideration. As part of the acquisition, the Company also entered into employment agreements with the majority of Avata’s employees. The purpose of this acquisition is to accelerate the development of the Company’s AI and machine learning solutions. The purchase consideration was primarily allocated to developed technology intangible assets with an estimated fair value of $ 2.2 million. The excess of the purchase consideration over the net assets acquired of $ 1.6 million was recorded as 85 Procore Technologies, Inc. Notes to Consolidated Financial Statements goodwill. The amount of goodwill that is deductible for income tax purposes as of December 31, 2020 is $ 1.6 million . The purchase price accounting for this acquisition i s final. 8 . INTANGIBLE ASSETS AND GOODWILL Intangible assets The Company’s finite-lived intangible assets are summarized as follows (in thousands): December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (Years) Developed technology $ 157,130 $ ( 41,968 ) $ 115,162 5.1 Customer relationships 66,350 ( 18,559 ) 47,791 4.9 Total $ 223,480 $ ( 60,527 ) $ 162,953 5.1 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life (Years) Developed technology $ 157,773 $ ( 16,013 ) $ 141,760 6.0 Customer relationships 66,350 ( 6,133 ) 60,217 5.7 Total $ 224,123 $ ( 22,146 ) $ 201,977 5.9 The Company estimates that there is no significant residual value related to its intangible assets. Intangible assets amortization expense is summarized as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 22,428 $ 7,522 $ 3,315 Sales and marketing 12,425 3,600 1,728 Research and development 3,528 2,674 721 Total amortization of acquired intangible assets $ 38,381 $ 13,796 $ 5,764 The following table outlines the estimated future amortization expense related to finite-lived intangible assets (in thousands): Years Ending December 31, 2023 $ 37,033 2024 36,816 2025 33,373 2026 18,692 2027 17,797 Thereafter 19,242 Total $ 162,953 86 Procore Technologies, Inc. Notes to Consolidated Financial Statements Goodwill The following table presents the changes in carrying amount of goodwill (in thousands): Year Ended December 31, 2022 2021 Beginning balance $ 540,922 $ 125,966 Additions - 415,482 Other adjustments, net (1) ( 1,794 ) ( 526 ) Ending balance $ 539,128 $ 540,922 (1) Includes post-closing working capital adjustments and the effect of foreign currency translation The additions to goodwill in 2021 were due to the acquisitions of Levelset, LaborChart, and Indus, as disclosed in Note 7 to the consolidated financial statements. There was no impairment of goodwill during any period presented. 9 . CAPITALIZED SOFTWARE DEVELOPMENT COSTS The Company’s capitalized software development costs are summarized as follows (in thousands): December 31, 2022 2021 Gross carrying amount $ 100,431 $ 60,580 Accumulated amortization ( 41,854 ) ( 33,518 ) Net capitalized software costs $ 58,577 $ 27,062 Amortization of capitalized software was $ 10.9 million, $ 12.0 million, and $ 10.4 million for the years ended December 31, 2022, 2021, and 2020, respectively, and is recorded primarily in cost of revenue within the accompanying consolidated statements of operations and comprehensive loss. During 2022, 2021, and 2020, the Company recorded expense for certain software development costs of $ 0.3 million, $ 0.6 million, and $ 3.7 million, respectively, within research and development expense in the accompanying consolidated statements of operations and comprehensive loss, relating to development projects the Company decided to abandon prior to completion. The estimated amortization is comprised of (i) amortization of completed software and (ii) the expected amortization for software that is not yet complete based on its estimated economic lives and projected completion dates. The following table presents the remaining estimated amortization of capitalized software development costs as of December 31, 2022 (in thousands): Years Ending December 31, 2023 $ 17,847 2024 22,561 2025 13,432 2026 3,277 2027 1,239 Thereafter 221 Total $ 58,577 87 Procore Technologies, Inc. Notes to Consolidated Financial Statements 10 . ACCRUED EXPENSES The following represents the components of accrued expenses contained within the Company’s consolidated balance sheets at the end of each period (in thousands): December 31, 2022 2021 Accrued bonuses $ 28,357 $ 18,890 Accrued commissions 20,389 10,786 Accrued salary, payroll tax, and employee benefit liabilities 34,113 25,997 Other accrued expenses 16,323 10,234 Total accrued expenses $ 99,182 $ 65,907 11 . CREDIT FACILITY The Company had a credit agreement (the “Credit Facility”) provided by Silicon Valley Bank, to be used for general corporate purposes, including the financing of working capital requirements. As of December 31, 2021, the aggregate principal amount available under the Credit Facility was up to $ 75.0 million with the option to increase the availability up to $ 100.0 million. The Credit Facility had a maturity date of May 7, 2022 , and the Company elected to terminate the Credit Facility on April 29, 2022 , prior to such maturity date. As of December 31, 2021, no amounts had been drawn down under the Credit Facility, and the Company was in compliance with all financial covenants. As of December 31, 2021, the Company had letters of credit outstanding under the Credit Facility of $ 6.5 million to secure various U.S. and Australia leased office facilities. Upon termination of the Credit Facility, all outstanding letters of credit remain outstanding on an unsecured basis, without any requirement to set aside restricted cash. As of December 31, 2022, such letters of credit totaled $ 6.5 million. 1 2 . COMMITMENTS AND CONTINGENCIES Purchase commitments As of December 31, 2022, future unconditional purchase commitments for software service subscriptions and other services were as follows (in thousands): Years Ending December 31, 2023 $ 19,454 2024 13,006 2025 7,573 2026 2,780 2027 2,900 Thereafter 2,500 Total $ 48,213 In January 2023, the Company executed a renewal agreement for a total commitment of $ 45.0 million to be paid over the period from 2023 through 2025 . The commitment is excluded from the table above as the agreement was not signed as of December 31, 2022. Litigation From time to time, the Company may be subject to various litigation matters arising in the ordinary course of business. However, the Company is not aware of any currently pending legal matters or claims that could have a material adverse effect on its financial position, results of operations, or cash flows should such litigation be resolved unfavorably. 88 Procore Technologies, Inc. Notes to Consolidated Financial Statements Indemnifications In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors, and officers with respect to certain matters, including, but not limited to, losses arising out of its breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement, and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has the Company been sued in connection with these indemnification arrangements. To date, the Company has not accrued a liability for these guarantees because the likelihood of incurring a payment obligation, if any, in connection with these guarantees is not probable or reasonably estimable. 1 3 . COMMON STOCK Common stock Upon the closing of its IPO, the Company filed an Amended and Restated Certificate of Incorporation which authorized 1,000,000,000 shares of common stock with a par value of $ 0.0001 per share, and 100,000,000 shares of undesignated preferred stock with a par value of $ 0.0001 per share. Each share of common stock is entitled to one vote per share. 1 4 . STOCK-BASED COMPENSATION Equity Incentive Pl ans In May 2021, the Board adopted, and the stockholders approved, the 2021 Equity Incentive Plan (the "2021 Plan") with the purpose of granting stock-based awards, including stock options, stock appreciation rights, RSAs, RSUs, performance awards and other forms of awards, to employees, directors, and consultants. A total of 30,962,615 shares of common stock were authorized for issuance under the 2021 Plan in May 2021. The number of shares of the Company’s common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to (i) 5 % of the total number of shares of the Company’s common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or (ii) a lesser number of shares determined by the Board prior to the applicable January 1. Accordingly, on January 1, 2022, the number of shares of common stock that may be issued under the 2021 Plan increased by an additional 6,702,346 shares. As a result, as of December 31, 2022, a total of 37,664,961 shares of common stock are authorized for issuance under the 2021 Plan. As of December 31, 2022, a total of 28,427,078 shares of common stock were available for issuance under the 2021 Plan. No stock options have been issued under the 2021 Plan. In June 2014, the Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”), which was amended in April 2020 to increase the number of shares of common stock authorized for issuance. The 2014 Plan provided for the issuance of incentive and non-statutory stock options to purchase common shares and the grant of other common stock awards to employees, officers, directors, and consultants of the Company. The 2014 Plan served as the successor to the Company’s 2012 Incentive Plan (the “2012 Plan”) and 2004 Equity Incentive Plan (the “2004 Plan”). On the date the Company adopted the 2014 Plan, any options issued and outstanding under the 2012 and 2004 Plans were substituted by options with identical terms to purchase the Company’s common stock under the 2014 Plan. On the date the 2021 Plan was adopted, no further shares could be issued under the 2014 Plan; however, all shares outstanding under the 2014 Plan remain subject to the terms of the 2014 Plan. Options issued under the 2014 Plan generally are exercisable for periods not to exceed 10 years and generally vest over a four to five-year period. The Company issues new shares upon exercise of stock-based awards. 89 Procore Technologies, Inc. Notes to Consolidated Financial Statements Stock options No stock options were granted during the periods presented. The following table summarizes the stock option activity during the year ended December 31, 202 2 (aggregate intrinsic value in thousands): Weighted- Weighted- Average Average Remaining Aggregate Number of Shares Exercise Price Contractual Life Intrinsic Value Outstanding at December 31, 2021 7,642,690 $ 12.98 6.1 $ 511,979 Exercised ( 1,716,286 ) 13.00 75,066 Canceled/Forfeited ( 202,632 ) 22.02 Outstanding at December 31, 2022 5,723,772 12.65 5.2 197,620 Exercisable at December 31, 2022 5,491,335 $ 12.20 5.1 $ 192,073 As of December 31, 2022, the total unrecognized stock-based compensation cost for unvested stock options was $ 1.8 million, which is expected to be recognized over a weighted-average period of 0.4 years. As of December 31, 2021, the total unrecognized stock-based compensation cost for unvested stock options was $ 12.2 million, which was expected to be recognized over a weighted-average period of 1.1 years. Restricted stock units In 2018, the Company began issuing RSUs to certain employees, officers, directors, and consultants. The RSUs granted prior to the Company’s IPO vested upon the satisfaction of both a service and a performance condition, if both conditions are met before the award’s expiration date. For certain awards, the performance condition was satisfied solely on the effective date of a registration statement for the Company’s IPO, and for other awards, the performance condition was satisfied on the earlier of either the effective date of a registration statement for the Company’s IPO or a change in control. RSUs granted with service vesting conditions generally vest over four years on either a quarterly or annual vesting schedule. Prior to its IPO, given the Company’s common stock was not publicly traded, the grant date fair value of RSUs was determined based upon the fair value of the Company’s common stock. The Board exercised significant judgment in determining the fair value of the Company’s common stock with input from management, based on several objective and subjective factors. Factors considered by the Board included the price paid by investors for the Company’s common and preferred stock, actual and forecasted operating and financial performance, market conditions, performance of comparable publicly traded companies and transactions of comparable companies, developments and milestones within the Company, the rights, preferences, and privileges of its common and preferred stock, the likelihood of achieving a liquidating event, and the results of contemporaneous third-party valuations. The fair value was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants, Valuation of Privately Held Company Equity Securities Issued as Compensation . Subsequent to the completion of the Company’s IPO in May 2021, the fair value of RSUs was determined based on the trading price of its publicly traded common stock. The grant date fair value of RSUs granted during 2022, 2021, and 2020 was $ 326.4 million, $ 350.6 million, and $ 132.4 million, respectively. Prior to the effective date of the registration statement for the Company’s IPO, achievement of the performance conditions was not probable. Upon the effective date of the registration statement for the Company’s IPO, the performance vesting condition for all RSUs granted was satisfied and the Company recognized on a graded vesting basis a cumulative catch-up stock-based compensation adjustment of $ 115.3 million in its consolidated statement of operations and comprehensive loss for the portion of the service period satisfied from the grant date through the effective date of the registration statement. Substantially all of the RSUs granted subsequent to the Company’s IPO vest based solely on continued service, which is generally over four years . The intrinsic value of RSUs vested during the years ended December 31, 2022 and 2021 was $ 156.9 million and $ 187.7 million, respectively. 90 Procore Technologies, Inc. Notes to Consolidated Financial Statements As of December 31, 202 2 , the total unrecognized stock-based compensation cost for all RSUs outstanding at that date was $ 399.3 million, which is expected to be recognized over a weighted-average vesting period of 2.5 years . As of December 31, 202 1 , the total unrecognized stock-based compensation cost for all RSUs outstanding at that date was $ 281.0 million , which was expected to be recognized over a weighted-average vesting period of 2.0 years . The following table summarizes the RSU activity during the year ended December 31, 202 2 : Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 6,622,684 $ 59.72 Granted 5,859,110 55.71 Vested ( 2,845,174 ) 57.14 Canceled/Forfeited ( 1,141,322 ) 58.80 Unvested at December 31, 2022 8,495,298 $ 57.94 Restricted stock awards In November 2021, the Company issued 199,670 RSAs to certain key employees in connection with the acquisition of Levelset that vest based on their continued service over a two-year period. The fair value of the RSAs issued was $ 95.05 per share, which was the closing trading stock price of the Company’s common stock on the acquisition date. These shares are released from restriction quarterly over a two-year period assuming the continued service of the employees. As of December 31, 2022, 99,833 shares have vested. As of December 31, 2021, no shares had vested. During 2022 and 2021, the Company recognized stock-based compensation expense of $ 9.5 million and $ 1.6 million, respectively, relating to these shares. In July 2019, the Company issued 205,464 restricted Series H-1 redeemable convertible preferred stock awards (“Series H-1 RSAs”) to certain employees at a grant date fair value of $ 26.75 in connection with the acquisition of Honest Buildings, Inc. These shares were released from restriction 50 % on the first anniversary and 50 % on the second anniversary of the acquisition date based on the continued service of the employees. Upon the closing of the Company’s IPO, the Series H-1 RSAs automatically converted into shares of restricted common stock on a one -for-one basis. As of December 31, 2021, all of the Series H-1 RSAs were fully vested. During the year ended December 31, 2021 and 2020, the Company recognized stock-based compensation expense of $ 1.6 million and $ 2.7 million, respectively, for these shares. Sales of common stock During the year ended December 31, 2021, certain of the Company’s investors acquired outstanding common stock from the Company’s employees. For the shares acquired at a price in excess of the estimated fair value of the Company’s common stock, the Company recorded stock-based compensation expense of $ 5.5 million for the period from January 1, 2021 through the Company’s IPO on May 20, 2021 for the difference between the price paid by the investors and the estimated fair value on the date of the transactions. Employee Stock Purchase Plan In May 2021, the Board adopted, and the stockholders approved, the ESPP, which became effective immediately prior to the effective date of the Company's IPO. A total of 2,600,000 shares of common stock were initially reserved for issuance under the ESPP. The number of shares of the Company’s common stock reserved for issuance under the ESPP automatically increases on January 1 of each year for a period of ten years , beginning on January 1, 2022 and continuing through January 1, 2031, by the lesser of (i) 1 % of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year; and (ii) 3,900,000 shares, except before the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (i) and (ii). Accordingly, on January 1, 2022, the number of shares of common stock reserved under the 2021 ESPP increased by an additional 1,340,469 shares. 91 Procore Technologies, Inc. Notes to Consolidated Financial Statements The offering periods are scheduled to start in May and November of each year. The first offering period commenced on the Company’s first day of trading on May 20, 2021 and comprised three purchase periods of approximately six months in length. The ESPP provides for consecutive offering periods that will typically have a duration of 12 months in length and comprise two purchase periods of six months in length, subject to reset and rollover provisions. The ESPP provides eligible employees with an opportunity to purchase shares of the Company’s common stock through payroll deductions of up to 15 % of their eligible compensation, subject to a maximum of $ 25,000 of stock per calendar year. A participant may purchase a maximum of 2,500 shares of common stock during a purchase period. Amounts deducted and accumulated by the participant are used to purchase shares of common stock at the end of each six-month purchase period. The purchase price of the shares shall be 85 % of the lower of the fair market value of the common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the related offering period. However, in the event the fair value of the common stock on the purchase date is lower than the fair value on the first trading day of the offering period, the offering period is terminated immediately following the purchase and a new offering period begins the following day. Participants may end their participation at any time prior to the last 15 days of a purchase period and will be repaid their accrued contributions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment. The fair value of the ESPP purchase rights on the date of grant using the Black-Scholes option pricing model was estimated using the following assumptions: December 31, 2022 2021 Risk-free interest rate 1.47% to 4.55% 0.03% to 0.18% Expected term (in years) 0.5 to 1.0 0.5 to 1.5 Estimated dividend yield 0.00 % 0.00 % Estimated weighted-average volatility 61.14% to 72.69% 44.81% to 69.39% The term for the ESPP purchase rights is the offering period. The Company estimates volatility using historical volatilities of a group of public companies in a similar industry and stage of life cycle, selected by management, for a period commensurate with the term. The interest rate is derived from government bonds with a similar term to the ESPP purchase right granted. The Company has not declared, nor does it expect to declare, dividends in the foreseeable future. Consequently, an expected dividend yield of zero was utilized. The fair value of the Company’s common stock used to value ESPP purchase rights is based on the trading price of its publicly traded common stock. Employee payroll contributions accrued in connection with the ESPP were $ 4.7 million and $ 4.5 million as of December 31, 2022 and 2021, respectively , and are included within accrued expenses in the accompanying consolidated balance sheets. Employee payroll contributions ultimately used to purchase shares will be reclassified to stockholders' equity on the purchase date. Stock-based compensation expense related to the ESPP is recognized on a straight-line basis over the offering period. During the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation of $ 15.0 million and $ 8.5 million, respectively, in connection with the ESPP. During the years ended December 31, 2022 and 2021 , 551,753 and 166,370 shares of the Company’s common stock were purchased under the ESPP, respectively. As of December 31, 2022 , unrecognized stock-based compensation expense related to the ESPP was $ 4.5 million, which is expected to be recognized over a weighted-average period of 0.4 years. As of December 31, 2021 , unrecognized stock-based compensation expense related to the ESPP was $ 13.8 million, which was expected to be recognized over a weighted-average period of 0.6 years. 92 Procore Technologies, Inc. Notes to Consolidated Financial Statements Stock-based compensation The Company recorded total stock-based compensation cost from stock options, RSUs, ESPP, RSAs, and sales of stock by employees in excess of fair value as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 7,253 $ 8,094 $ 1,722 Sales and marketing 53,397 68,755 13,385 Research and development 63,262 85,040 12,930 General and administrative 38,974 65,272 15,923 Total stock-based compensation expense $ 162,886 $ 227,161 $ 43,960 Stock-based compensation capitalized for software development and cloud-computing arrangement implementation costs 8,818 5,247 575 Total stock-based compensation cost $ 171,704 $ 232,408 $ 44,535 There were no net tax benefits recognized in the accompanying consolidated statements of operations and comprehensive loss for stock-based compensation arrangements for the years ended December 31, 2022, 2021, and 2020 due to the Company having a full valuation allowance against its deferred tax assets. 1 5 . INCOME TAXES The domestic and foreign components of loss before provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2022 2021 2020 Domestic $ ( 287,569 ) $ ( 289,187 ) $ ( 98,439 ) Foreign 1,104 264 1,279 Total $ ( 286,465 ) $ ( 288,923 ) $ ( 97,160 ) The provision for (benefit from) income taxes is comprised of the following (in thousands): Year Ended December 31, 2022 2021 2020 Current: State $ 442 $ 480 $ 109 Foreign 307 255 209 Total 749 735 318 Deferred: Federal ( 34 ) ( 17,841 ) ( 1,072 ) State 93 ( 6,301 ) ( 297 ) Foreign ( 342 ) ( 351 ) 58 Total ( 283 ) ( 24,493 ) ( 1,311 ) Provision for (benefit from) income taxes $ 466 $ ( 23,758 ) $ ( 993 ) 93 Procore Technologies, Inc. Notes to Consolidated Financial Statements The following table provides a reconciliation between income taxes computed at the U.S. federal statutory rate and the Company's provision for (benefit from) income taxes (in thousands): Year Ended December 31, 2022 2021 2020 Computed expected income tax benefit $ ( 60,120 ) $ ( 60,674 ) $ ( 20,135 ) State income taxes - net of federal income tax benefit ( 10,197 ) ( 17,171 ) ( 2,450 ) Change in valuation allowance 81,251 94,062 27,984 Non-deductible expenses 6,335 7,399 248 Series I warrant - - 7,767 Stock-based compensation 135 ( 30,523 ) ( 5,307 ) Tax credits (federal and state) ( 16,863 ) ( 16,957 ) ( 9,039 ) Foreign rate differential 35 35 ( 92 ) Other ( 110 ) 71 31 Provision for (benefit from) income taxes $ 466 $ ( 23,758 ) $ ( 993 ) Significant components of the Company's deferred tax assets and liabilities are presented below (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss $ 209,795 $ 194,839 Tax credits 58,724 42,845 Lease liabilities 23,203 24,032 Stock-based compensation 22,181 24,461 Capitalized software cost 39,582 - Other 5,013 3,871 Total deferred tax assets 358,498 290,048 Valuation allowance ( 282,337 ) ( 204,182 ) Total deferred tax assets, net 76,161 85,866 Deferred tax liabilities: Lease assets ( 19,296 ) ( 20,696 ) Acquired intangible assets ( 39,497 ) ( 48,163 ) Capitalized software - ( 6,724 ) Contract cost asset ( 15,324 ) ( 10,179 ) Prepaid and accrued expenses ( 2,897 ) ( 2,021 ) Other ( 1,522 ) ( 1,015 ) Total deferred tax liabilities ( 78,536 ) ( 88,798 ) Total $ ( 2,375 ) $ ( 2,932 ) 94 Procore Technologies, Inc. Notes to Consolidated Financial Statements In assessing the realizability of deferred tax assets, management considers whether it is "more likely than not" that some portion or all of the deferred tax assets will be realized. Realization of future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Based on all available objective evidence management believes it is "more likely than not" that the net deferred tax assets will not be fully realizable in the U.S. and United Kingdom (“U.K.”) as of December 31, 2022 and 2021. Accordingly, the Company’s U.S. and U.K. net deferred tax assets have been fully offset by a valuation allowance. The Company periodically evaluates the recoverability of the deferred tax assets and when it is determined to be "more likely than not" that the deferred tax assets are realizable, the valuation allowance is reduced. The net deferred tax liability position at December 31, 2022 and 2021 was primarily related to the Company's Australia and Canada tax jurisdictions. The following table summarizes the activity related to the valuation allowance (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ 204,182 $ 112,389 $ 85,642 Current year change 78,155 114,639 28,123 Release of valuation allowance as a result of purchase accounting for business combinations - ( 22,846 ) ( 1,376 ) Ending balance $ 282,337 $ 204,182 $ 112,389 At the date of acquisition of Levelset and LaborChart in 2021, each entity was in a net deferred tax liability position, primarily as a result of acquired intangible assets. These net deferred tax liabilities are an available source of income to realize the Company’s deferred tax assets. Accordingly, the Company released $ 24.2 million of valuation allowance which resulted in an income tax benefit in the consolidated statements of operations and comprehensive loss for 2021. The Company did not provide for U.S. income taxes on the undistributed earnings and other outside temporary differences of foreign subsidiaries as they are considered indefinitely reinvested outside the U.S. At December 31, 2022 and 2021, the amount of temporary differences related to undistributed earnings and other outside temporary differences upon which U.S. income taxes have not been provided is immaterial to these consolidated financial statements. As of December 31, 2022, the Company had federal net operating loss carryforwards (“NOL carryforwards”) of $ 842.6 million, which are comprised of definite and indefinite net operating losses. At December 31, 2022 the Company had federal NOL carryforwards of approximately $ 156.5 million, which expire at various intervals from the years 2025 through 2037 and had NOL carryforwards of $ 686.1 million which do not expire. As of December 31, 2022, the Company has state net operating losses of $ 567.2 million, which will begin to expire in 2029. The Internal Revenue Code (the “IRC”) of 1986, as amended, imposes restrictions on the utilization of net operating losses and credits when a Company experiences a cumulative change in ownership of more than 50 % over a three-year period. As of December 31, 2022, the Company completed an analysis to determine if the Company was subject to the provisions of IRC Section 382. Although a portion of the net operating losses and credit carryovers are subject to annual limitations, the Company has determined that it should be able to fully utilize these net operating losses and credit carryovers before they expire, provided the Company generates sufficient taxable income. As of December 31, 2022, the Company had credits for research activities available for carryforward for federal income tax purposes of $ 54.2 million and for state income tax purposes of $ 27.5 million, which are available to offset future income tax in those jurisdictions and which began to expire in 2022 for federal and have no expiration for state. The following table summarizes the activity related to unrecognized tax benefits (in thousands): Year Ended December 31, 2022 2021 2020 Beginning balance $ 17,010 $ 8,369 $ 6,749 Increases related to current period positions 5,915 7,158 2,439 (Decreases) increases related to prior period positions ( 1,198 ) 1,483 ( 819 ) Ending balance $ 21,727 $ 17,010 $ 8,369 95 Procore Technologies, Inc. Notes to Consolidated Financial Statements Due to the Company’s full valuation allowance on federal and state taxes, no ne of the unrecognized tax benefits would affect the Company’s effective tax rate, if recognized. The Company does not anticipate any significant increases or decreases to its unrecognized tax positions within the next 12 months. The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2022 and 2021, accrued interest and penalties related to income tax positions were immaterial. The Company files U.S. federal, various state, and foreign income tax returns. In the normal course of business, the Company is subject to examination by taxing authorities. The tax years from 2003 forward remain subject to examination for federal purposes. Generally, state and foreign tax authorities may examine the Company’s tax returns for four years and five years, respectively, from the date an income tax return is filed. However, the taxing authorities may continue to examine the Company’s federal and state NOL carryforwards until the statute of limitations closes on the tax years in which the federal and state net operating losses are utilized. The Company is not currently under exam in any jurisdiction. 1 6 . NET LOSS PER SHARE Basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities. The Company’s redeemable convertible preferred stock were participating securities as the holders of the redeemable convertible preferred stock were entitled to participate in dividends with common stock. The Company’s common stock, which was converted from redeemable convertible preferred stock upon the closing of its IPO, is weighted based on the period of time the common stock was outstanding after conversion in 2021. Net losses were not allocated to the redeemable convertible preferred stock as the holders of the redeemable convertible preferred stock did not have a contractual obligation to share in any losses. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. As the Company has reported net losses attributable to common stockholders for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share attributable to common stockholders equals diluted net loss per share attributable to common stockholders. The following weighted-average potentially dilutive shares are excluded from the calculation of diluted earnings per share as they are anti-dilutive: Year Ended December 31, 2022 2021 2020 Shares of common stock issuable upon conversion of redeemable convertible preferred stock - 33,431,158 82,428,289 Shares of common stock issuable upon conversion of Series I warrant - - 1,059,620 RSUs and RSAs subject to future vesting 8,189,247 6,155,387 3,826,250 Shares issuable pursuant to the ESPP 627,698 326,819 - Shares of common stock issuable from stock options 6,450,019 9,618,882 15,749,829 Total 15,266,964 49,532,246 103,063,988 1 7 . EMPLOYEE BENEFIT PLANS The Company has a defined-contribution plan in the U.S. intended to qualify under Section 401 of the IRC (the “401(k) Plan”). The 401(k) Plan covers substantially all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company makes contributions to the plan up to 4% of the participating employee’s W-2 earnings and wages. Matching contributions to the 401(k) Plan totaled $ 14.7 million, $ 9.6 million, and $ 7.6 million for the years ended December 31, 2022, 2021, and 2020, respectively. 96 Procore Technologies, Inc. Notes to Consolidated Financial Statements The Company also has defined-contribution plans in certain other countries. The Company made matching contributions to these plans totaling $ 2.8 million, $ 1.8 million, and $ 1.0 million for the years ended December 31, 202 2 , 202 1 , and 20 20 , respectively. 1 8 . GEOGRAPHIC INFORMATION The following table sets forth the Company’s revenues by geographic region, which is determined based on the billing location of the customer (in thousands): Year Ended December 31, 2022 2021 2020 Revenue by geographic region U.S. $ 616,654 $ 439,871 $ 351,323 Rest of the world 103,549 74,950 48,968 Total revenue $ 720,203 $ 514,821 $ 400,291 Percentage of revenue by geographic region U.S. 86 % 85 % 88 % Rest of the world 14 % 15 % 12 % The following table sets forth the total of property and equipment, net, and ROU lease assets by geographic region (in thousands): December 31, 2022 2021 U.S. $ 108,884 $ 113,208 Rest of the world 9,269 7,304 Total $ 118,153 $ 120,512 1 9 . RESTRUCTURING In July 2020 , the Company approved, committed to, and initiated a business transformation plan which resulted in the termination of 139 employees, which represented approximately 7 % of the Company’s workforce. By restructuring, the Company intended to streamline its organization to better align with the Company’s current strategic goals. The restructuring event was completed by December 31, 2020 . During the year ended December 31, 2020, the Company recorded severance and other benefit costs of $ 4.4 million in connection with the business transformation plan. There have been no restructuring events or expenses in the years ended December 31, 2022 and 2021. The following table summarizes the above restructuring-related expenses for 2020 by line item within the consolidated statement of operations and comprehensive loss (in thousands): Cost of revenue $ 127 Sales and marketing 1,824 Research and development 1,681 General and administrative 801 Total $ 4,433 20 . SUBSEQUENT EVENTS The Company has evaluated subsequent events through March 1, 2023, the date these consolidated financial statements were available to be issued, and has determined that no subsequent events, other than those disclosed in Note 7 and Note 12, require adjustment or disclosure in these consolidated financial statements. 97 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.